United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
March 19, 2009
Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
| Georgia | 58-2606325 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal
Executive Offices)
(904) 854-5000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former
Address, if Changed Since Last Report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
TABLE OF CONTENTS
| Item 2.02 Results of Operations and Financial Condition | ||
| Item 9.01 Financial Statements and Exhibits | ||
| SIGNATURE | ||
| EXHIBIT INDEX | ||
| EXHIBIT 99.1 | ||
Item 2.02 Results of Operations and Financial Condition
On July 2, 2008, we completed the spin-off of our former lender processing services segment
into a separate publicly traded company, Lender Processing Services, Inc., referred to as LPS.
Subsequent to the LPS spin-off, we reviewed our reporting and management structure, and beginning
with our 2008 Form 10-K, began reporting the results of our operations in four new reporting
segments: 1) Financial Solutions, 2) Payment Solutions, 3) International and 4) Corporate and
Other.
Because the operating results of our new reporting segments for each quarter of 2008 will not
be reported until we file our Form 10-Q for each of the comparable quarters of 2009, management
desires to furnish more timely information to investors to improve the understanding of the
Company’s operating performance for the new reporting segments. Management is separately
furnishing information which reflects our operating results based on the new reporting segments for
the quarterly periods in 2008. The disclosures on the attached
schedule are limited to generally accepted accounting principles
(“GAAP”) revenue and operating income and non-GAAP operating income and EBITDA, as adjusted. This exhibit
should be read in conjunction with our Form 8-K furnished on December 5, 2008, which includes more
information.
The purpose of the schedule included in Exhibit 99.1 is to recast our operating results under
our new reporting segments by quarter for 2008 in a manner consistent with how FIS will report
segment operating results in the first quarter of 2009.
The exhibit included with this filing contains financial information determined by methods
other than in accordance with GAAP. FIS’ management
uses non-GAAP measures for planning purposes, including the preparation of annual operating
budgets, and to evaluate the operating performance of its businesses and to compare its operating
performance with that of its competitors. Therefore, management believes non-GAAP measures to be
relevant and useful information for investors. The non-GAAP measures exclude certain items, which
management believes are not indicative of core operating results; however, these items do impact
our income statement, and management therefore utilizes non-GAAP measures as an operating
performance measure in conjunction with GAAP measures, such as operating income or other income
statement data prepared in accordance with GAAP. The non-GAAP measures should not be used in
isolation or as a substitute for other measures of financial performance reported in accordance
with GAAP.
The information included in Items 2.02 and 9.01 within this Current Report are being furnished
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended or otherwise subject to the liabilities of that Section. The information included
in Items 2.02 and 9.01 within this Current Report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended.
A copy of the historical financial data is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Fidelity National Information Services, Inc. Supplemental Financial Schedules
As described in Item 2.02 above of this Current Report, this exhibit is “furnished” and not “filed”
with this Current Report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Fidelity National Information
Services, Inc. |
||||
| Date: March 19, 2009 | By: | /s/ George P. Scanlon | ||
| Name: George P. Scanlon | ||||
| Title: Executive Vice President
and Chief Financial Officer |
||||
EXHIBIT INDEX
| Exhibit | Description | |
99.1
|
Fidelity National Information Services, Inc. Supplemental Financial Information | |
| As described in Item 2.02 above of this Current Report, this exhibit is “furnished” and not “filed” with this Current Report. |
Exhibit 99.1
Fidelity National Information Services, Inc.
Supplemental Financial Schedules
March 19, 2009
Supplemental Financial Schedules
March 19, 2009
On July 2, 2008, we completed the spin-off of our former lender processing services segment
into a separate publicly traded company, Lender Processing Services, Inc., referred to as LPS.
Subsequent to the LPS spin-off, we reviewed our reporting and management structure, and beginning
with our 2008 Form 10-K, began reporting the results of our operations in four new reporting
segments: 1) Financial Solutions, 2) Payment Solutions, 3) International and 4) Corporate and Other.
Because the operating results of our new reporting segments for each quarter of 2008 will not
be reported until we file our Form 10-Q for each of the comparable quarters of 2009, management
desires to furnish more timely information to investors to improve the understanding of the
Company’s operating performance for the new reporting segments. Management is separately
furnishing information which reflects our operating results based on the new reporting segments for
the quarterly periods in 2008. The disclosures on the attached schedule are limited to GAAP
revenue and operating income and Non-GAAP operating income and EBITDA, as adjusted. This exhibit
should be read in conjunction with our Form 8-K furnished on December 5, 2008, which includes more
information.
The purpose of the schedule included in Exhibit 99.1 is to recast our operating results under
our new reporting segments by quarter for 2008 in a manner consistent with how FIS will report
segment operating results in the first quarter of 2009.
Exhibit Listing
Exhibit A Recast new reporting segments by quarter for the year ended December 31, 2008.
Exhibit A
FIDELITY NATIONAL INFORMATION SERVICES, INC.
RECAST NEW REPORTING SEGMENTS — UNAUDITED
(In millions)
RECAST NEW REPORTING SEGMENTS — UNAUDITED
(In millions)
| Three Months Ended March 31, 2008 | ||||||||||||||||||||
| Financial | Payment | Corporate & | ||||||||||||||||||
| Solutions | Solutions (2) | International | Other (3) | Total | ||||||||||||||||
Revenue |
$ | 280.4 | $ | 373.3 | $ | 176.9 | $ | (0.3 | ) | $ | 830.3 | |||||||||
Operating expense |
(175.3 | ) | (287.9 | ) | (151.3 | ) | (61.4 | ) | (675.9 | ) | ||||||||||
Depreciation and amortization |
(35.6 | ) | (14.5 | ) | (13.4 | ) | (39.7 | ) | (103.2 | ) | ||||||||||
Operating income |
69.5 | 70.9 | 12.2 | (101.4 | ) | 51.2 | ||||||||||||||
Non GAAP items (1) |
26.9 | 26.9 | ||||||||||||||||||
Non GAAP operating income |
69.5 | 70.9 | 12.2 | (74.5 | ) | 78.1 | ||||||||||||||
Depreciation and amortization from continuing
operations as adjusted |
35.6 | 14.5 | 13.4 | 38.4 | 101.9 | |||||||||||||||
EBITDA, as adjusted |
$ | 105.1 | $ | 85.4 | $ | 25.6 | $ | (36.1 | ) | $ | 180.0 | |||||||||
| Three Months Ended June 30, 2008 | ||||||||||||||||||||
| Financial | Payment | Corporate & | ||||||||||||||||||
| Solutions | Solutions (2) | International | Other (3) | Total | ||||||||||||||||
Revenue |
$ | 280.8 | $ | 383.4 | $ | 206.8 | $ | (1.3 | ) | $ | 869.7 | |||||||||
Operating expense |
(177.0 | ) | (286.2 | ) | (184.0 | ) | (66.8 | ) | (714.0 | ) | ||||||||||
Depreciation and amortization |
(25.9 | ) | (9.7 | ) | (15.2 | ) | (47.0 | ) | (97.8 | ) | ||||||||||
Operating income |
77.9 | 87.5 | 7.6 | (115.1 | ) | 57.9 | ||||||||||||||
Non GAAP items (1) |
43.7 | 43.7 | ||||||||||||||||||
Non GAAP operating income |
77.9 | 87.5 | 7.6 | (71.4 | ) | 101.6 | ||||||||||||||
Depreciation and amortization from continuing
operations as adjusted |
25.9 | 9.7 | 15.2 | 45.6 | 96.4 | |||||||||||||||
EBITDA, as adjusted |
$ | 103.8 | $ | 97.2 | $ | 22.8 | $ | (25.8 | ) | $ | 198.0 | |||||||||
| Three Months Ended September 30, 2008 | ||||||||||||||||||||
| Financial | Payment | Corporate & | ||||||||||||||||||
| Solutions | Solutions (2) | International | Other (3) | Total | ||||||||||||||||
Revenue |
$ | 300.2 | $ | 389.1 | $ | 195.4 | $ | (0.7 | ) | $ | 884.0 | |||||||||
Operating expense |
(171.4 | ) | (283.8 | ) | (168.1 | ) | (41.0 | ) | (664.3 | ) | ||||||||||
Depreciation and amortization |
(28.5 | ) | (11.4 | ) | (15.0 | ) | (45.0 | ) | (99.9 | ) | ||||||||||
Operating income |
100.3 | 93.9 | 12.3 | (86.7 | ) | 119.8 | ||||||||||||||
Non GAAP items (1) |
3.1 | 3.1 | ||||||||||||||||||
Non GAAP operating income |
100.3 | 93.9 | 12.3 | (83.6 | ) | 122.9 | ||||||||||||||
Depreciation and amortization from continuing
operations as adjusted |
28.5 | 11.4 | 15.0 | 45.0 | 99.9 | |||||||||||||||
EBITDA, as adjusted |
$ | 128.8 | $ | 105.3 | $ | 27.3 | $ | (38.6 | ) | $ | 222.8 | |||||||||
| Three Months Ended December 31, 2008 | ||||||||||||||||||||
| Financial | Payment | Corporate & | ||||||||||||||||||
| Solutions | Solutions (2) | International | Other (3) | Total | ||||||||||||||||
Revenue |
$ | 297.4 | $ | 384.4 | $ | 180.4 | $ | (0.2 | ) | $ | 862.0 | |||||||||
Operating expense |
(163.1 | ) | (278.1 | ) | (151.4 | ) | (42.5 | ) | (635.1 | ) | ||||||||||
Depreciation and amortization |
(26.9 | ) | (10.8 | ) | (11.6 | ) | (71.6 | ) | (120.9 | ) | ||||||||||
Operating income |
107.4 | 95.5 | 17.4 | (114.3 | ) | 106.0 | ||||||||||||||
Non GAAP items (1) |
26.0 | 26.0 | ||||||||||||||||||
Non GAAP operating income |
107.4 | 95.5 | 17.4 | (88.3 | ) | 132.0 | ||||||||||||||
Depreciation and amortization from continuing
operations as adjusted |
26.9 | 10.8 | 11.6 | 45.6 | 94.9 | |||||||||||||||
EBITDA, as adjusted |
$ | 134.3 | $ | 106.3 | $ | 29.0 | $ | (42.7 | ) | $ | 226.9 | |||||||||
| Year Ended December 31, 2008 | ||||||||||||||||||||
| Financial | Payment | Corporate & | ||||||||||||||||||
| Solutions | Solutions (2) | International | Other (3) | Total | ||||||||||||||||
Revenue |
$ | 1,158.8 | $ | 1,530.2 | $ | 759.5 | $ | (2.5 | ) | $ | 3,446.0 | |||||||||
Operating expense |
(686.8 | ) | (1,136.0 | ) | (654.8 | ) | (211.7 | ) | (2,689.3 | ) | ||||||||||
Depreciation and amortization |
(116.9 | ) | (46.4 | ) | (55.2 | ) | (203.3 | ) | (421.8 | ) | ||||||||||
Operating income |
355.1 | 347.8 | 49.5 | (417.5 | ) | 334.9 | ||||||||||||||
Non GAAP items (1) |
99.7 | 99.7 | ||||||||||||||||||
Non GAAP operating income |
355.1 | 347.8 | 49.5 | (317.8 | ) | 434.6 | ||||||||||||||
Depreciation and amortization from continuing
operations as adjusted |
116.9 | 46.4 | 55.2 | 174.6 | 393.1 | |||||||||||||||
EBITDA, as adjusted |
$ | 472.0 | $ | 394.2 | $ | 104.7 | $ | (143.2 | ) | $ | 827.7 | |||||||||
(1) Amounts represent charges for restructuring and integration relating to merger and acquisition activities, corporate costs
attributable to LPS not allocable to discontinued operations under U.S. Generally Accepted Accounting Principles,
incremental transaction costs incurred by the Company directly related to LPS spin-off and impairment charges related to
the decline in fair value of a trademark associated with our retail check business.
(2) Includes
the Check Services Business which generated revenues of
$64.9 million, $66.6 million, $65.2 million and
$63.8 million and EBITDA, as adjusted of $2.8 million,
$7.1 million, $8.1 million and $7.3 million for the
three months ended March 31, June 30, September 30,
and December 31, 2008, respectively.
(3) Corporate & Other includes purchase price amortization expense of $36.5 million, $35.5 million, $35.4 million and 35.0
million for the three months ended March 31, June 30, September 30, and December 31, 2008, respectively, related to intangible
assets acquired through various Company acquisitions.